NON-QUALIFIED STOCK OPTION UNDER 1981
INCENTIVE STOCK PLAN OF UAL CORPORATION
This Option, granted this 12th day of July, 1994 by
UAL Corporation, a Delaware corporation (hereinafter called the
'Company'), to Stuart I. Oran, an employee of the Company or one
of its subsidiaries (hereinafter called the 'Employee').
WITNESSETH:
The object of this Option is to provide a means to
permit the Employee to acquire shares of Common Stock, $.01 par
value per share (hereinafter referred to as 'Common Stock'), of
the Company pursuant to a non-qualified option for the purposes
set forth in the 1981 Incentive Stock Plan.
NOW, THEREFORE, the Company hereby grants to the
Employee an option (hereinafter called the 'Option') to
purchase, from time to time, all or any part of a total of
55,000 shares of Common Stock during a period commencing on the
date of this Option and ending July 11, 2004, ten years after
the date of the Option (hereinafter called the 'Option Period'),
upon and subject to the following terms and conditions:
1. For any shares of Common Stock purchased at any
time during the Option Period, the Employee shall pay to the
Company Ninety Dollars and Twelve and One-half Cents ($90.125)
per share (hereinafter called the 'Option Purchase Price'),
being not less than 100% of the fair market value of the shares
on the date hereof.
2. The Option may be exercised, subject to provisions
herein relative to its termination and to the provisions of
Section 3 hereof, only within the Option Period and only (a) by
notices in writing of intent to exercise the Option, each of
which notices shall state the number of shares in respect of
which the Option is exercised, delivered to the Corporate Secre
tary of UAL Corporation, or mailed by registered or certified
mail addressed to the Corporate Secretary of UAL Corporation,
P. O. Box 66919, Chicago, Illinois 60666, from time to time,
until said total of 55,000 shares has been purchased, and (b) by
payment to the Company of the aggregate Option Purchase Price
for the number of shares in respect of which the Option is
exercised (together with any taxes required to be withheld)
contemporaneously with its receipt of each such notice. Payment
of such aggregate Option Purchase Price may be made, in whole or
in part, by the delivery of whole shares of Common Stock which
(i) have a market value equal to such aggregate Option Purchase
Price (or equal to the portion of such aggregate Option Purchase
Price being paid with such shares), (ii) are held of record by
the Employee and (iii) have been owned by the Employee, either
of record or beneficially through a broker or other nominee, for
at least six months. The Company may require at the time the
Option is exercised a written statement of the person exercising
the Option that his intention is to acquire the shares for
investment and without a view to their distribution.
3. The Option is subject to the following limitations
upon its exercise:
(a) Up to 17,500 shares may be acquired
immediately, and the right to purchase an additional 10,000
shares shall accrue to the Employee on January 15, 1995.
(b) At the commencement of each of the four (4)
twelve (12) month periods immediately following July 11,
1995, the right to purchase an additional 6,875 shares
shall accrue to the Employee. Each such right to purchase
may be exercised, in whole or in part, at any time after
such right accrues and within the Option Period.
(c) In addition to the rights to purchase shares
which accrue pursuant to the foregoing provisions of this
Section 3, upon cessation of employment on account of a
termination by the Company of the Employee's employment
with the Company without cause, any and all rights to
purchase shares that would have accrued within 12 months
after the date of termination shall accrue effective as of
the day prior to the date of cessation of employment.
4. The Option is not transferable by the Employee,
otherwise than by will or the laws of descent and distribution,
and may be exercised, during the lifetime of the Employee, only
by the Employee.
5. The Option shall terminate on the earlier to occur
of July 11, 2004 or, if the Employee's employment (by the
Company or any of its Subsidiaries) shall cease under any
circumstances except retirement or death, six (6) months after
such cessation, and may be exercised only in respect of the
number of shares which the Employee could have acquired under
the Option by the exercise thereof immediately prior to such
cessation of employment (treating, for this purpose, rights to
acquire shares which vest pursuant to Section 3 above as if they
could have been exercised immediately prior to such cessation).
If cessation of employment occurs by reason of the Employee's
early or normal retirement under his or her employer's
retirement plan ('Retirement'), the Option may be exercised
within the fixed expiration date set forth herein, and the right
to purchase shares under this option shall continue to accrue to
the Employee as provided in Section 3 above. In the event (i)
cessation of employment occurs by reason of death of the
Employee or (ii) the death of the Employee occurs within six (6)
months following such cessation of employment (other than
cessation due to Retirement), the Option may be exercised within
one year after the date of death (but not later than the fixed
expiration date set forth herein) by his estate or by the person
or persons to whom his rights under the Option shall pass by
will or the laws of descent and distribution, but only in
respect of the number of shares which the Employee could have
acquired under the Option by the exercise thereof immediately
prior to such cessation of employment. In the event of any
disagreement as to whether for the purposes of this Option an
Employee's employment has ceased, the Committee appointed to
administer the 1981 Incentive Stock Plan shall have absolute and
uncontrolled discretion to determine whether an Employee's
employment has ceased, and the effective date of such cessation
of employment, and its determination shall be final and
conclusive on all persons affected thereby.
6. The Company shall not be required to issue or
deliver any certificate for its Common Stock purchased upon the
exercise of this Option prior to compliance by the Company with
any requirements of any stock exchange on which Common Stock of
the Company may at that time be listed. If at any time during
the Option Period the Company shall be advised by its counsel
that the shares of Common Stock deliverable upon an exercise of
the Option are required to be registered under the Federal
Securities Act of 1933, as amended, or any state securities law
or that delivery of such Common Stock must be accompanied or
preceded by a Prospectus meeting the requirements of such Act,
the Company will use its best efforts to effect such
registration or provide such Prospectus not later than a
reasonable time following each exercise of this Option, but
delivery of Common Stock by the Company may be deferred until
such registration is effected or such Prospectus is available.
If at any time during the Option Period the Company shall be
advised by its counsel that the Common Stock deliverable upon
exercise of this Option are subject to the restrictions on sale
imposed on 'affiliates' under Rule 144 of the Federal Securities
Act of 1933, the Employee will use his best efforts to comply
with said Rule 144. The Employee shall have no interest in
Common Stock covered by this Option until certificates for said
shares of Common Stock are issued.
7. In the event the outstanding shares of Common
Stock of the Company shall be changed into an increased number
of shares, through a stock dividend or a split-up of shares, or
into a decreased number of shares, through a combination of
shares, then immediately after the record date for such change,
the number of shares of Common Stock then subject to the Option
shall be proportionately increased, in case of such stock
dividend or split-up of shares, or proportionately decreased, in
case of such combination of shares, and the Option Purchase
Price under such Option shall be adjusted to such amount that
the aggregate cost of the shares subject to such Option
immediately after such increase or decrease in shares shall be
the same as the aggregate cost of the shares subject to such
Option immediately prior to such increase or decrease in shares.
In the event that, as a result of a reorganization,
sale, merger, consolidation or similar occurrence, there shall
be any other change in the shares of Common Stock of the
Company, or of any stock or other securities into which such
Common Stock shall have been changed, or for which it shall have
been exchanged, then the Board of Directors of the Company shall
make such equitable adjustments to the Option (including, but
not limited to, changes in the number or kind, or the Option
Purchase Price, of shares then subject to the Option), as it
shall deem appropriate, and any such adjustments shall be
effective and binding on the Employee for all purposes of the
Option.
8. Notwithstanding anything in this Agreement to the
contrary, the Employee may elect, prior to or upon the exercise
of the Option, to satisfy any Federal, State, local, FICA,
Medicare or other tax obligation attributable to the exercise of
the Option by having the Company withhold from the Common Stock
a number of whole shares of Common Stock with a fair market
value equal to the amount of such tax obligations with respect
to which such election is made (with the Employee to pay in cash
any remaining amount of such tax withholding obligation which is
less than the fair market value of a whole share). The amount
withheld pursuant to this Section shall be calculated based upon
such tax rate or rates as the Employee shall elect, provided
however, that no such rate may exceed the highest applicable
marginal tax rate to which the Employee could be subject.
9. This Option shall be binding upon and inure to
the benefit of the parties hereto and the successors and assigns
of the Company and the heirs and personal representatives of the
Employee.
10. This Option shall be governed by the laws of the
State of Illinois applicable to agreements made and to be per
formed entirely within such State.
11. Except as expressly provided herein, this Option
may not be altered, modified, changed or discharged, except by a
writing signed by or on behalf of both the Company and the
Employee.
IN WITNESS WHEREOF, the Company has executed this
Option on the day and year first above written.
UAL CORPORATION
By /s/ Gerald Greenwald
Chairman and
Chief Executive Officer
ACCEPTED:
/s/ Stuart I. Oran
(Signature of Employee)
Non-Qualified Stock Option - UAL Corp. and Stuart I. Oran
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